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Software License Agreement – India – Term

Last Updated: February 1, 2025

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY. This Master Software License Agreement (this “Agreement”) describes the terms under which RDZ-NFS Technology Solutions Private Limited (“RDZ”) offers each individual or entity (hereinafter, “Customer”) access to its Software and Services.

By accessing any Software or Service, Customer agrees to comply with and to be bound by the terms of this Agreement, including the policies and guidelines linked to (by way of the provided URLs) from this Agreement. If Customer does not understand or agree with the terms below, please do not use the Service.

This Agreement is incorporated by reference into each Order executed by Customer and shall apply to any Customer Affiliate that executes an Order. RDZ may amend this Agreement at any time in its sole discretion, effective upon posting the amended Agreement at the at the domain or subdomains of www.gokorbyt.com/legal, where the prior version of the Agreement was posted, or by communicating these changes through any written contact method RDZ has established with Customer.

The Parties agree to the following:

__________________________________________________________________________________________________

1. DEFINITIONS

Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with such entity. For purposes of this Agreement, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Confidential Information” means any information, regardless of form, proprietary to or maintained in confidence by either Party, including, without limitation, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by a Party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other Party or any of its employees or agents. The terms and conditions of this Agreement and any Order or SOW will be deemed the Confidential Information of both Parties.

Content” means all content in text, graphic, animation, video, or any other form that is owned by RDZ or any of its Affiliates or licensed to RDZ by a Third-Party Provider.

Customer Data” means any materials, information, data, content, and other information that Customer, or its employees or agents, use with the Software.

Documentation” means any written or electronic documentation, images, video or text specifying the functionality of the Software that is provided or made available by RDZ to Customer (either directly or through one or more of RDZ’s Affiliates).

Hardware” means the physical devices purchased from RDZ by Customer pursuant to an Order Form (either directly or through one or more of RDZ’s Affiliates).

License Term” means the period of time specified in an Order Form that Customer has the right to use the Software and includes any Renewal Terms (as defined in Section 12.2).

Licensed Territory” means the country or such geographical area(s) specified in the Order Form, within which the Customer has a the right to use the Software.

Malicious Code” means code, files, scripts, agents or programs intended to do harm.

Order Form” or “Order” means an ordering document executed by the Customer, which incorporates by reference the terms of this Agreement, identifies the Software licenses and Services ordered by Customer, sets forth the prices for the Software, Services, the License Term and contains other applicable information, terms and conditions. By entering into an Order hereunder, an Affiliate agrees to be bound by the terms of the Agreement as if it were an original party hereto.

Professional Services” means implementation, site planning, training, creative services, configuration, integration, project management and other consulting services as may be described in an Order Form or SOW.”

“Protected Information” means: (i) passport numbers or other government-issued identification numbers; (ii) AADHAR, driving license or any similar unique identity verification document issued in compliance with applicable laws, (iii) health or medical information (other than dietary preferences or medical contact information); (iv) date of birth, (v) financial account number, or credit or debit card number, with or without any required security code, access code, personal identification number or password, that would permit access to an individual’s financial account; or (vi) other information that a reasonable person would recognize as being highly sensitive (but excluding, for avoidance of doubt, contact information such as name, title, company name, mailing address, email address, and phone number).

“Services” means, collectively, the Professional Services and Support.

“Software” means RDZ’s software products described in the applicable Order or SOW that are provided for a particular License Term.

SOW” means one or more work orders, work authorizations or statements of work, or similar document that describe the Professional Services for Customer.

Third-Party Hardware” means all equipment, hardware and components of the Hardware provided by a Third-Party Provider.

Third-Party Materials” means any Third-Party Software, and any Third-Party Hardware.

Third-Party Provider” means third parties that provide Third-Party Materials under this Agreement or third parties that provide services or support in connection with the Services, including third-party provided hosting and data processing services.

Third-Party Software” means software owned or licensed by a Third-Party Provider.

Users” means Customer employees, Customer Third-Party consultants, contractors or agents, who access and use the Software in accordance with this Agreement.

2. USE OF SOFTWARE

2.1 Access and Use. During the Term, subject to Customer’s continued compliance with this Agreement, including payment of all applicable Fees, RDZ hereby grants to Customer a non-exclusive, revocable, non-sublicensable, non-transferable and limited license to use (i) the Software and (ii) all Deliverables (defined below) created and identified in a SOW solely in connection with the Products (the “Term License”) within the Licensed territory. The Software will be delivered via electronic means. The acceptance of delivery of Software shall be considered to be complete within 5 days of the delivery or download thereof unless the Customer makes a report to the contrary to RDZ.

2.2 Changes and Environment. RDZ regularly updates the Software and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements. Customer is solely responsible for obtaining and maintaining at its own expense all equipment needed to access the Software.

2.3 User IDs. Customer is responsible for providing and administering usernames and passwords for all Users (the “Log-In Information”). Each User must have a valid username and password for the purpose of accessing the Software. RDZ will not be liable for any loss that Customer or a User may incur as a result of someone else using a User’s passwords or accounts, either with or without the applicable Users’ knowledge.

2.4 Professional Services.

2.4.1 RDZ or one of its Affiliates will perform the Professional Services described in an applicable SOW. Customer agrees to RDZ’s Professional Services policy, which is available at gokorbyt.com/legal/professional-services-standards/.

2.4.2 RDZ or one of its Affiliates may perform Professional Services and develop certain deliverables for Customer (“Deliverables”). RDZ hereby grants Customer, subject to timely payment of applicable fees and charges, and subject to the restrictions in this Agreement, a personal, nonexclusive, non-transferable license for the License Term to use the Deliverables solely in connection with its use of the Software within the Licensed Territory. Unless specified in a SOW, RDZ does not provide updates or reintegration work required to make Deliverables compatible with future versions or releases of the Software.

2.4.3 Customer will (i) timely cooperate and provide all assistance and access to resources reasonably required by RDZ to perform the Professional Services and Support, (ii) provide a reasonable work environment if the Professional Services or Support are performed on Customer’s premises, (iii) permit RDZ to control and/or operate all facility controls, systems, apparatus, equipment and machinery necessary to perform the Professional Services and provide Support; (iv) furnish RDZ with all information, approvals, permits and consents from government authorities and others as may be required for performance of the Professional Services and Support; (v) notify RDZ promptly of any site conditions requiring special care, and provide RDZ with any available documents describing the quantity, nature, location and extent of such conditions; (vi) be solely responsible for, and assume the risk of, any problems resulting from the content, accuracy, completeness and consistency of all data, materials, information and other resources supplied by Customer; and (vii) maintain the necessary internal information technology infrastructure to enable operation of the Products and the provision of Services (viii) be solely responsible for its data, including electronically stored data (e.g., data backup, security and virus protection) and comply with all laws and regulations including and related to privacy, data protections, electronic communications except for laws or regulations that are generally applicable to licensing of proprietary solutions.

3. CUSTOMER’S USE

3.1 Restrictions. Customer shall not (i) license, sublicense, sell, resell, transfer, rent, lease, assign (except as provided in Section 13.5 (Assignment)), distribute, disclose, or otherwise commercially exploit or make available to any Third-Party the Deliverables; (ii) copy, record, extract, scrape, modify or make derivative works based upon the Deliverables; (iii) “frame” or “mirror” the Software on any other server or device; (iv) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Software, (v) remove, obscure or modify a copyright or other proprietary rights notice in the Deliverables; (vi) use the Deliverables to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material that violates Third-Party privacy rights; (vii) use the Deliverables to create, use, send, store, or Malicious Code or otherwise engage in any malicious act or for any purpose that violates or contravenes any law or regulation or disrupt the security, integrity or operation of the Deliverables; or (viii) permit or assist any other party (including any user) to do any of the foregoing, (ix) allow use of the Deliverables by anyone other than the Users; and (x) use the Deliverables at any other locations other than the Licensed Territory.

3.2 Security. Customer will not: (a) breach or attempt to breach the security of the Software; (b) attempt to gain or permit unauthorized access to the Software or related systems or networks, or (c) use or distribute through the Software any software, files or other tools or devices designed to interfere with or compromise the privacy, security, or use of the Software or the operations or assets of any other customer of RDZ or any Third-Party.

3.3 Breach by User. Any failure by a User to comply with this Agreement is deemed to be a breach by Customer, and RDZ shall not be liable for any damages incurred by Customer or any Third-Party resulting from such breach. Customer shall immediately take all necessary steps, including providing notice to RDZ, to effect the termination of a Log-In information for any User if there is any compromise in the security of that Log-In information or if unauthorized use is suspected or has occurred.

3.4 No Protected Information. Customer acknowledges and agrees that use of the Software does not require Customer to provide any Protected Information to or through the Software to RDZ and RDZ shall have no liability to Customer or its representatives, users or any other party related to any Protected Information stored in the Software.

4. SUPPORT

4.1 Obligations. At no additional charge, RDZ agrees to provide “Basic Support” for the Subscription Services from Monday-Friday from 8 a.m. to 6 p.m. GMT excluding RDZ UK holidays and 8 a.m. to 6 p.m. US Central time excluding RDZ US holidays. “Basic Support” means that RDZ will provide a response within 12 business hours of receipt of an incident and use commercially reasonable efforts to resolve such incident promptly. Additional support packages are available for purchase. Together with Basic Support such additional support packages, if purchased, shall be collectively referenced as “Support” hereunder.

RDZ Support contact information for all modules is as follows:

UK HELP DESK

+44 330-808-0731

US HELP DESK

1-844-858-9585

EMAIL

support@korbyt.com

4.2 Updates and Upgrades. Support includes provision of hot fixes, error corrections, patches and updates (minor releases, e.g., version 8.1.1 to version 8.1.2), as well as minor modifications or revisions that enhance existing performance. Upgrades (major releases, e.g., version 8.1 to version 8.2) are not included and are priced separately. Updates also exclude new products, modules or functionality for which RDZ generally charges a separate fee. Purchase of an annual Professional Services upgrade package is required to facilitate Upgrades.

4.3 Exceptions to Support. RDZ does not provide Support with respect to: (i) Software that have been altered or modified by anyone other than RDZ or its licensors; (ii) Software used other than in accordance with the Documentation; (iii) errors or malfunction caused by any data, systems or programs not supplied by RDZ; or (iv) Software that is older than the most current major release or the immediately previous major release.

4.4 Other Terms. Additional terms regarding support are contained in Schedule A.

5. FEES, TAXES & PAYMENTS

5.1 General. If Customer provides credit card information to RDZ, Customer authorizes RDZ to charge such credit card for all Software listed in the Order Form for the License Term. If the Order Form specifies that payment will be by a method other than a credit card, RDZ will invoice the Customer in advance. Customer shall pay the fees specified in the applicable Order Form within 30 days of the invoice date. Except as otherwise specified herein or in an Order Form, (i) license fees are based on licenses purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant License Term.

5.2 Taxes.

5.2.1 Fees are exclusive of any applicable taxes, except as expressly stated to the contrary. Customer is responsible for (i) determining the applicable taxes; (ii) payment of all applicable sales, use, value added or similar taxes (excluding those on RDZ’s net income); and (ii) reporting and remitting taxes, imposed by a central, state, provincial, local or other government entity relating to the provision of the Services.

5.2.2 In the event that the Customer becomes responsible to pay any Tax Deducted at Source (“TDS”) on the Fees, the Customer will engage with RDZ prior to deducting any such amounts. After providing a written intimation to RDZ, the Customer must determine the appropriate rate, file the appropriate forms, and make the appropriate TDS payments. After filing and paying such TDS amount, the Customer will receive a tax certificate from the tax authorities, which shows the exact TDS amount paid under RDZ’s Permanent Account Number. The Customer must submit the certificate to RDZ within 30 days of the certificate’s issue date, failing which, the Customer will be required to pay the TDS amount on the Fees directly to RDZ.

5.3 Invoicing. RDZ will invoice Customer for (i) Hardware fees upon shipment of applicable Hardware; (ii) license fees for Software annually in advance of each year of the License Term; and (iii) Professional Service fees on a (A) fixed price basis will be invoiced in advance of performance, or (B) time and materials basis will be invoiced monthly.

5.4 Late Payment. If any invoiced amount is not received by RDZ by the due date, then without limiting RDZ’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

5.5 Disputed Fees. Customer may reasonably and in good faith dispute an invoiced amount within thirty (30) days after the invoice date, provided that Customer shall promptly pay the undisputed portion of the invoice pursuant to Section 5.1 and may only withhold payment of the disputed portion until the dispute is resolved. The Parties shall negotiate in good faith to resolve any payment dispute within forty-five (45) days. Customer agrees that any billing discrepancies or disputes not brought to the attention of RDZ within thirty (30) days after the invoice date will be and are hereby waived and the invoiced amount will be deemed to be correct.

5.6 Failure to Pay. Failure to make payments of undisputed amounts pursuant to this Section 5 is a material breach of this Agreement and RDZ may suspend its performance obligations and suspend or terminate Customer’s license(s) in accordance with this Agreement. Amounts paid or payable for the Software are not contingent upon the delivery of any future functionality or features, or dependent on any oral or written public comments made by RDZ regarding future functionality or features.

5.7 Expenses. Fees are exclusive of any shipping costs, travel, lodging or other living expenses incurred in RDZ’s performance. RDZ will invoice Customer for all reasonable expenses incurred in providing the Services. RDZ will provide reasonable documentation evidencing such expenses. Customer will promptly reimburse RDZ for any and all such expenses. Unless otherwise specified in an Order Form, packaging for commercial shipment of Hardware is included in the quoted fees. When any other packaging is specified, involving a greater expense than the cost of commercial shipment packaging, RDZ will add a charge to cover such extra expense.

6. SECURITY STANDARDS AND SAFEGUARDS.

6.1 Personal Data. RDZ shall maintain commercial safeguards against the unauthorized destruction, disclosure or alteration of Customer personal data that is in the possession of RDZ.

6.2 Data Protection and Privacy. Customer and RDZ shall comply with all applicable privacy laws and regulations and shall provide help and cooperation to the other as is reasonably necessary or requested to comply with these laws and regulations. Customer also affirms that they have obtained all necessary rights and consents under applicable laws to disclose to RDZ or allow RDZ to collect, use, retain, and disclose any Personal Data that is provided to RDZ by the Customer or RDZ is authorized to collect, including Data that RDZ may collect directly from Customers using cookies or other similar means. RDZ’s parent company’s Privacy Policy (Link: https://www.gokorbyt.com/legal/privacy-policy/.) explains how and for what purposes RDZ collects, uses, retains, discloses, and safeguards the Personal Data provided to us by the Customer. Customer agrees to the terms of RDZ’s Privacy Policy, which is updated from time to time.

7. WARRANTIES AND DISCLAIMER

7.1 Mutual Warranty. Each Party represents and warrants to the other that: (i) it has the full power, necessary rights and authority to enter into and deliver this Agreement and perform its obligations hereunder; (ii) this Agreement, when executed by both Parties, is a valid and binding obligation of it and enforceable in accordance with its terms; and (iii) it will comply with all applicable laws in the course of performing its obligations and exercising its rights under this Agreement.

7.2 RDZ Warranty. RDZ represents and warrants that (i) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Software shall perform materially in accordance with the Documentation, and (iii) the Professional Services will be performed in a professional and workmanlike manner.

7.3 Customer Warranty. Customer represents and warrants that Customer and those providing information to Customer have the right to transmit to RDZ, and receive from RDZ, any Content, or other data, material or records that are required to enable RDZ to perform the Services and any other of its obligations under this Agreement.

7.4 Hardware Warranty. RDZ’s limited warranty for the Hardware is set forth in Schedule B.

7.5 Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR STATUTORILY, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. PROPRIETARY RIGHTS

8.1 RDZ’s Intellectual Property Rights (“RDZ IP”). As between RDZ and Customer, all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets and to all other intellectual property rights in the Software, Content and Deliverables (including all additions, components, derivative works, modifications and enhancements) are and will be owned exclusively by RDZ notwithstanding any other provision in this Agreement or an Order Form. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Software, Services, Content or Deliverables. All rights, title and interest in or to any copyright, trademark, service mark, trade secret, patents, and other proprietary right relating to the Software and Services and the related logos, product names, etc. are reserved and all rights not expressly granted are reserved by RDZ. RDZ may revoke or terminate this license at any time if the Customer uses RDZ IP in a manner prohibited by this Agreement. Customer may not: (i) claim or register ownership of RDZ IP on their behalf or on behalf of others; (ii) sub-licence any rights in RDZ IP; (iii) import or export any RDZ IP to a person or country in violation of India’s export control laws; (iv) use RDZ IP in a manner that violates this Agreement or applicable laws; or (v) attempt to do any of the foregoing.

8.2 Customer Data. As between Customer and RDZ, Customer owns all rights, title and interest in and to all Customer Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Customer Data, and hereby warrants that that it has and will have all rights and consents necessary to allow RDZ to meet its obligations specified herein.

9. CONFIDENTIALITY.

9.1 Obligations. The receiving Party shall not disclose or use any Confidential Information of the disclosing Party for any purpose outside the scope of this Agreement, except with the disclosing Party’s prior written permission. Each Party shall protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). If the receiving Party is compelled by law to disclose Confidential Information of the disclosing Party, it shall provide the disclosing Party with prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at disclosing Party’s cost, if the disclosing Party wishes to contest the disclosure, and the receiving Party shall continue to treat this information as Confidential Information for all other purposes.

9.2 Exceptions. The receiving Party will not be obligated under this Section 9 for any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (ii) was known to the receiving Party prior to its disclosure by the disclosing Party; (iii) was independently developed by the receiving Party without use of or reference to any Confidential Information or breach of any obligation owed to the disclosing Party; or (iv) is received from a Third-Party without restriction and without breach of any obligation owed to the disclosing Party.

9.3 Prior Non-Disclosure Agreement. Any existing non-disclosure agreement entered into by the Parties is hereby superseded, terminated and replaced by the terms in this Section 9, which will govern all disclosures and exchanges of Confidential Information made by the Parties previously under that agreement.

10. INDEMNIFICATION

10.1 RDZ Indemnity. RDZ shall indemnify, defend and hold Customer harmless against any and all damages finally awarded against Customer by a court of competent jurisdiction, or agreed to in a written settlement agreement signed by RDZ, arising out of any claim or lawsuit by a Third-Party against Customer (a “Claim”) to the extent such Claim alleges: that the use of the Software by Customer in accordance with the terms of this Agreement, infringes any patent, copyright or federally registered trademark, or misappropriates a trade secret of a Third-Party. If Customer’s use of the Software is enjoined or RDZ determines that such use may be enjoined, then RDZ may, at its sole option and expense, either, (a) modify the Software to be non-infringing, (b) obtain for Customer a license to continue using the Software, or (c) if neither (a) nor (b) are practical in RDZ’s sole judgment, terminate the affected Software licenses and return to Customer the unused portion of any fees paid for the affected Software. The foregoing obligations of RDZ do not apply to the extent that the alleged infringement claim (i) results from any change made or from the use or combination of the Services or any part thereof with software, hardware, data, or processed not provided by RDZ, (ii) could have been avoided by using an unaltered current version of the Software which was provided by RDZ, (iii) is based upon any information, design, specification, instruction, software, data, or material not furnished by RDZ, or any material from Customer, a Third-Party portal or other external source that is accessible to Customer within or from the Software (e.g., a Third-Party Web page accessed via a hyperlink), or (iv) does not state with specificity that the Services are the basis of the claim against the Customer.

10.2 Customer Indemnity. Customer shall: (a) defend RDZ against any Claim against RDZ to the extent the Claim results from (i) Customer Data; or (ii) Customer’s breach of Section 3.1; and (b) pay any damages awarded against RDZ for the Claim or any amounts agreed by Customer and the claimant for the settlement of the Claim.

10.3 Procedures. The Party seeking indemnity under this Section 10 (the “Indemnified Party”) must: (a) notify the other Party (the “Indemnifying Party”) promptly in writing of the Claim, specifying the nature of the Claim and such relief as is sought therein; (b) tender to the Indemnifying Party sole control of the defence or settlement of the Claim at the Indemnifying Party’s expense, provided, however, the Indemnifying Party may not settle a Claim in a manner that would have an adverse impact on the business of the Indemnified Party without receiving the prior written consent of the Indemnified Party; and (c) cooperate and, at the Indemnifying Party’s expense, assist in the defence of the Claim. The Indemnified Party will have the right to participate at its own expense in any Claim or related settlement negotiations using counsel of its own choice.

11. LIMITATION OF LIABILITY

11.1 LIMITATIONS OF LIABILITY. EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 3.1 (RESTRICTIONS), 5 (PAYMENT OF FEES), 8 (PROPRIETARY RIGHTS), 9 (CONFIDENTIALITY), 10 (INDEMNIFICATION), 13.8 (OFAC), 13.9 (EXPORT) OR FROM PERSONAL INJURY OR PHYSICAL DAMAGE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE OTHER PARTY, NEITHER PARTY’S LIABILITY HEREUNDER SHALL EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PARTICULAR SOFTWARE LICENSE(S), HARDWARE OR SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIM(S).

11.2 EXCLUSION OF DAMAGES. EXCEPT IN THE EVENT OF BREACHES OF SECTIONS 3.1, (RESTRICITONS), 8 (PROPRIETARY RIGHTS) OR 9 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE CAUSE, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SOFTWARE, DELIVERABLES AND SERVICES provided hereunder, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES.

12. TERM AND TERMINATION

12.1 Term. Unless this Agreement is earlier terminated in accordance with Section 12.3, this Agreement commences on the Effective Data and continues until the expiration of the License Term of the last outstanding Order Form (“Term”). Except as provided in Section 12.3 below, an Order Form for Software may not be terminated early by either party prior to the expiration of the License Term.

12.2 Renewal. All licenses granted hereunder will automatically renew for the same period as the original License Term (each a “Renewal Term”) at the list price in effect at the time of renewal unless either Party gives the other Party written notice of non-renewal at least 60 days prior to the end of the applicable License Term or Renewal Term.

12.3 Termination. Either Party may terminate this Agreement or an Order Form immediately upon written notice at any time if: (i) the other Party fails to cure any remediable material breach within 30 days of being notified in writing of the breach; (ii) the other Party ceases business operations; or (iii) the other Party becomes insolvent, generally stops paying its debts as they become due or becomes the subject of an insolvency or bankruptcy proceeding. Where a Party has rights to terminate, the non-breaching Party may at its discretion either terminate the entire Agreement or the applicable Order Form or SOW. Order Forms and SOWs that are not terminated shall continue in full force and effect under the terms of this Agreement. If this Agreement is terminated by Customer due to an uncured material breach by RDZ, RDZ shall promptly refund the pro-rata amount of any pre-paid license fees attributable to periods after the date of such termination. Customer will return to RDZ, and/or certify that it has destroyed all copies of, the terminated Software and Documentation which are in possession of the Customer.

12.4 Suspension. RDZ may immediately suspend its performance hereunder if RDZ becomes aware of, or reasonably suspects, any breach of this Agreement by Customer or its Users. RDZ will act in good faith and use reasonable efforts to notify Customer via phone or email before initiating suspending or restricting any Services. Customer is still responsible for full payment of the Order Form(s) even if access to the Software is suspended or terminated for any breach of this Agreement.

13. MISCELLANEOUS

13.1 Order of Precedence. The terms and conditions of this Agreement control to the extent any terms and conditions of this Agreement conflict with the terms and conditions of an Order Form or SOW, except where the Order Form or SOW specifically states the intent to supersede a specific portion of this Agreement. All pre-printed or standard terms of any Customer purchase order or other business processing document are hereby rejected and will have no force or effect.

13.2 Force Majeure. A Party will be excused from performance under this Agreement for any period of time that the Party is prevented from performing its obligations hereunder as a result of an act of God, criminal acts, distributed denial of service attacks, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, war, utility or communication failures, or other cause beyond the Party’s reasonable control. Both Parties shall use reasonable efforts to mitigate the effect of a force majeure event. However, nothing in this section will affect or excuse the Customer’s liabilities or obligation to pay Fees, Taxes, fines, disputed fees, under this Agreement.

13.3 Waiver. The delay or failure of a Party at any time to enforce a right or remedy available to it under this Agreement with respect to any breach or failure will not be construed as a waiver with respect to that breach or failure or any other breach or failure.

13.4 Severability. If any provision of this Agreement is held invalid or unenforceable by a court, this Agreement will be construed as if not containing the invalid or unenforceable provision, and the rights and obligations of Customer and RDZ shall be construed and enforced accordingly.

13.5 Assignment. Except for assignment to a Party’s affiliate (any entity which directly or indirectly controls, is controlled by, or is under common control with such Party), or in the case of a merger, acquisition or sale of all or substantially all assets not involving a direct competitor of the other Party, neither Party may assign any right or obligation set forth under this Agreement without the other Party’s prior written consent, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, any purported assignment or transfer in violation of this Section 13.5 is void.

13.6 Relationship of the Parties. Each Party is an independent contractor in the performance of this Agreement and is solely responsible for all of its employees and agents and its labour costs and expenses arising in connection with this Agreement.

13.7 Governing Law. This Agreement is governed by the laws of India without giving effect to its conflict of law provisions. For purposes of establishing jurisdiction in India under this Agreement, each Party hereby waives, to the fullest extent permitted by applicable law, any claim that: (i) it is not personally subject to the jurisdiction of the court; (ii) it is immune from any legal process with respect to it or its property; and (iii) any suit, action or proceeding is brought in an inconvenient forum. Each Party waives its right to a trial by jury for all matters or disputes arising from this Agreement.

13.8 Dispute Resolution.

13.8.1 In the event of any dispute, controversy or claim between the Parties hereto arising out of or relating to this Agreement, the Parties shall first seek to resolve the dispute in good faith through informal discussion. If such dispute, controversy, or claim cannot be resolved informally within a period of 10 (ten) business days from the date on which the dispute arose, it will be referred to and finally determined by binding non-appearance-based arbitration in accordance with the rules governing arbitrations through the Singapore International Arbitration Centre (unless any other established alternative dispute resolution provider has been mutually agreed upon by the parties in writing prior to the initiation of any dispute resolution proceedings by either party), and the legal seat of the arbitration shall be Pune, India. The Parties agree that it shall be settled by binding arbitration to be held before a panel consisting of 3 (three) arbitrators, where each Party shall appoint an arbitrator and such arbitrators shall appoint the third and presiding arbitrator. The arbitration award shall be conclusive and binding. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

13.8.2 This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of India, exclusive of conflict or choice of law rules. Nothing in this section will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

13.8.3 The Parties shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its respective counsel fees and expenses. The prevailing Party may, in the judgement of the arbitration panel, be entitled to recover its fees and expenses.

13.8.4 The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

13.9 Restricted Business or Activity. Customer represents and warrants that it is not and will not share the benefit of the Services with a restricted business. Restricted Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions by the U.S. State Department and/or U.S. State Department or U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or are listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime as well as by lists identified by India. Any breach of this Section shall be deemed a material breach of this Agreement and RDZ may immediately terminate this Agreement.

13.10 Export. The Services and Documentation, including technical data, may be subject to U.S. and Indian export control laws, including the Foreign Trade (Development and Regulation) Act, 1992, and the Export Import (EXIM) Policy and the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer shall not export, re- export, divert, or transfer the Software, Services, Documentation or any component thereof to any prohibited destination or to any party who has been prohibited from participating in US export transactions by any federal agency of the US government. Customer agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the Software, Services and Documentation. Customer shall indemnify RDZ, including its officers, directors and agents from all losses and liabilities (including reasonable attorney’s fees and court costs) arising from any breach of Customer’s representations, warranties or obligations under this Section.

13.11 Entire Agreement; Counterparts. This Agreement contains the entire agreement of the Parties with respect to its subject matter and supersedes all prior agreements on the same subject matter and shall govern all disclosures and exchanges of Confidential Information made by the parties previously hereto. This Agreement may not be modified except by a writing signed by RDZ and Customer. This Agreement, Order and/or any SOW may be signed in any number of counterparts all of which together will constitute one and the same document. A signed copy of this Agreement, Order and/or any SOW transmitted via email or other electronic means will constitute an originally signed Agreement, Order and/or SOW, as applicable, and, when together with all other required signed copies of this same Agreement or SOW, as applicable, will constitute one and the same instrument.

13.12 Use of Agents. RDZ may designate an agent or subcontractor to perform certain tasks and functions under this Agreement. However, RDZ will remain responsible for performance of its duties under this Agreement.

13.13 Publicity. Customer agrees that RDZ may identify Customer as a licensee of its Software and use its logo in sales presentations, marketing materials and press releases.

13.14 Notices. Any notice required or permitted under this Agreement or required by law must be in writing and must be: (i) delivered in person; (ii) delivered by electronic mail to the address listed on the applicable Order Form; (iii) sent by first class registered mail, or air mail, as appropriate; or (iv) sent by an internationally recognized overnight air courier, in each case properly posted and fully prepaid to the contact person specified in the Order Form. Notices will be considered to have been given at the time of actual delivery in person, two (2) business days after deposit in the mail, or one (1) day after delivery to an overnight air courier service, provided in each case that delivery in fact is effected. Either Party may change its contact person or address for notices by means of notice to the other Party given in accordance with this Section.

13.15 Survival. Sections 1, 2, 3, 5, and 8-13 will survive termination of this Agreement.

 

Attachments:

Schedule A – Support Terms and Conditions

Schedule B – Hardware Terms and Conditions

 

 

SCHEDULE A

SUPPORT TERMS AND CONDITONS

 

RDZ offers Support via a Support Plan.  The Support Plan applies to all Software included in a single system or installation if purchased.  Customer must purchase and continuously keep in effect Software support or a reinstatement fee may be charged by RDZ if Customer ceases to purchase Support and later decides to purchase Support after a gap in time.

  1. SUPPORT SERVICES
    • Included Services. Provided that Customer complies with the terms of this Agreement, including but not limited to Section 1(B) below, RDZ will provide the applicable Support availability, response times, and services as described herein for Customer’s then-current Support Plan.
    • Customer’s Responsibilities. Customer shall:
      • pay all amounts due under this Agreement;
      • pay any expenses incurred by RDZ in acquiring access to the Hardware and Software (collectively, “Products”) supported (including without limitation expenses due to any Customer procedure or security protocol);
      • pay for any on-site Support at RDZ’s then-current rates and pay for expenses incurred by RDZ to perform on-site Support (including expenses for travel, labour and lodging subject to the requirements in this Agreement);
      • pay RDZ’s then-current rates for any work not covered by Support;
      • grant RDZ appropriate access to the Products being supported;
      • comply with RDZ’s recommended implementations regarding any Upgrades and Updates;
      • at its expense, uninstall, pack and ship any Hardware needing Support to the address provided in the Return Material Authorization;
      • install any replacement Hardware when received; and
      • indicate the following in any request for Support: name, company, telephone number, description of the problem, whether the applicable Software is inoperative, and when Customer will be available to receive a return call from RDZ.
    • Excluded Services. RDZ is not obligated to provide any services beyond those offered above. RDZ only supports the then-current, generally available Software major release version, the immediately previous major release version, and all Update versions (including minor releases versions, path or hot fix versions). Customer acknowledges and agrees that there is no warranty of backward compatibility.
  2. FEES
    • Fees. RDZ’s current rates for the Support may be updated by RDZ at any time. However, any rate change shall not affect an unexpired Order for Support until that Support Term renews.
    • Non-refundable Support Fees. Customer acknowledges and agrees that Support Fees are non-refundable, notwithstanding any expiration or termination of an Order, SOW, or this Agreement.
    • Additional Charges. Any additional charges (including without limitation those incurred for after-hours Support, on-site Support, training and installation Services) will be invoiced by RDZ after they are incurred. Customer acknowledges and agrees that such charges are non-refundable.  Work that incurs such charges will not be performed until approved in advance by Customer.
  3. TERM AND RENEWAL
    • Initial Support Term; Renewal. The initial term of the Support Plan shall commence upon date of Product shipment, and shall continue for one (1) year, or such other period of time as agreed in writing in advance by the Parties (the “Initial Support Term”). After the Initial Support Term, the Support Plan will automatically renew for additional one-year periods (each, “Renewal Support Term”), unless one Party provides the other Party with written notice prior to the expiration of the Initial Support Term or the then-current Renewal Support Term, as applicable, of its intent not to renew the Support Plan. The Initial Support Term and any Renewal Support Terms are collectively referred to as the “Support Term”.
    • Lapse in Support. If Support lapses, Customer will not receive Support for, nor Upgrades or Updates to, the Products, and renewed Support will be provided at RDZ’s then-current rates.

 

 

SCHEDULE B

HARDWARE TERMS AND CONDITIONS

 

  1. DELIVERY AND TITLE

A            Shipping and Delivery.

(i) Subject to subpart (ii) of this Section 1(A), RDZ will ship the Hardware FCA Shipping Point (INCOTERMS 2010); provided, that Customer will reimburse RDZ the shipping and insurance costs. RDZ will use Customer’s preferred carrier if Customer provides RDZ with necessary information and instructions. Otherwise, RDZ is responsible for delivering the Hardware to its preferred common carrier with RDZ’s preferred routing instructions, obtaining all appropriate shipping documents, and assuring that the Hardware has been insured for its replacement cost.

(ii) Delivery of the Hardware will be subject to availability of the Hardware. However, any dates quoted for delivery of the Hardware are approximate only, and RDZ will not be liable for any delay in delivery of the Hardware, regardless of cause.

B            Title to Hardware. Title and ownership of the Hardware will pass to Customer upon Customer’s payment for the Hardware.

C            Risk of Loss. Risk of loss to the Hardware will pass to Customer upon delivery of the Hardware to the carrier. Customer assumes risk of loss or damages to the Hardware while the Hardware is in transit to Customer. Within ten (10) business days of receipt of the Hardware (or three calendar days for Third-Party displays/TVs), Customer will inspect the Hardware and inform RDZ of any damages thereto. Should Customer not notify RDZ of any damage incurred during shipment of the Hardware within the applicable period, RDZ will be relieved of all responsibility and liability with respect to the damaged Hardware, and Customer will be responsible for any damage claim, repair or replacement of such damaged Hardware. These terms also apply to any Hardware provided to Customer in connection with any warranty for Hardware. Notwithstanding anything in the Agreement and this Attachment to the contrary, risk of loss and title thereto is not subject to Customer’s acceptance of the Hardware.

  1. WARRANTIES

Hardware warranty and support is only available from the manufacturer, except under separate agreement. RDZ does not provide any services for Hardware. These products fall under the normal pass-through warranties provided by the manufacturer. RDZ will pass through to Customer any applicable Hardware warranties from Third-Party Providers that RDZ is legally able to transfer.